ex101.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.1

    


     MACK-CALI
REALTY CORPORATION

     RESTRICTED
SHARE AWARD AGREEMENT

     [EMPLOYEE]

    


    
      


    

     AGREEMENT
EVIDENCING THE GRANT

     OF
A RESTRICTED SHARE AWARD PURSUANT

     TO
THE 2000 EMPLOYEE STOCK OPTION PLAN

     OF
MACK-CALI REALTY CORPORATION

    


    AGREEMENT (“Agreement”)
effective as of December 8, 2009 (“Grant Date”) by and between Mack-Cali Realty
Corporation (the “Company”) and [____________] (“Recipient”).

    


    WHEREAS, pursuant to the 2000
Employee Stock Option Plan of Mack-Cali Realty Corporation (the “Plan”), the
Company hereby awards shares of the Company’s common stock, par value $.01 per
share (“Common Stock”) to the Recipient subject to such terms, conditions, and
restrictions (hereinafter, “Restricted Share Award”) as set forth in the Plan
and this Agreement;

    


    NOW THEREFORE, the parties
hereto hereby agree as follows:

    


    
      	
               
      

            	
              1.      

            	
              Award of Shares of
      Restricted Stock.

            


    

    


    Pursuant
to the Plan, the Committee hereby awards to the Recipient, effective as of the
Grant Date, a Restricted Share Award representing the conditional receipt of
[___________] shares of Common Stock (“Restricted Shares”) at no out-of-pocket
costs to the Recipient subject to the terms, conditions and restrictions set
forth herein.  Capitalized terms not otherwise defined in this Agreement
shall be as defined in the Plan.

    


    
      	
               
      

            	
              2.        

            	
              Award
      Restrictions.

            


    

    


    (a)           General Rules. 
Notwithstanding that ownership of Restricted Shares is fully vested in the
Recipient as of the Grant Date, the Restricted Shares granted hereunder may not
be disposed of on or prior to, and shall not be transferable until the first day
following the six month anniversary of the Grant Date (the “Holding
Period”).

    


    (b)           Vesting.  All
[____________] Restricted Shares granted hereunder shall be fully vested in the
Recipient on the Grant Date.

    


    (c)           Expiration of the Holding
Period.  Upon the expiration of the Holding Period, the Recipient
shall own the Restricted Shares free and clear of all restrictions imposed by
this Agreement and the Recipient shall be free to hold or dispose of such
Restricted Shares in his discretion, subject to applicable federal and state law
or regulations.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    (d)           Prohibition Against
Assignment.  During the Holding Period, the Restricted Shares may
not be transferred or encumbered by the Recipient by means of sale, assignment,
mortgage, transfer, exchange, pledge, or otherwise.  The levy of any
execution, attachment, or similar process upon the Restricted Shares shall be
null and void.

    


    3.             Stock
Certificates.

    


    (a)           Certificates. 
Restricted Shares shall be evidenced by a certificate registered in the name of
the recipient or a nominee or nominees therefor.  As soon as practicable
following the date hereof, the Company shall prepare a certificate for the
Restricted Shares, which shall be registered in the name of the Recipient or a
nominee and which shall bear such restrictive legend or legends (if any) as the
Company may deem necessary or desirable under any applicable law.

    


    (b)           Effect of the Expiration of
the Holding Period.  Upon the expiration of the Holding Period, the
Company shall cause to be delivered to the Recipient a certificate for the
Restricted Shares free and clear of restrictive legends.  In the event that
the Recipient dies before delivery of the certificate for the unrestricted
Restricted Shares, such certificate shall be delivered to, and registered in the
name of, the Recipient’s beneficiary or estate, as the case may be.

    


    (c)           Rights of
Stockholder.  Except as otherwise provided in Section 2 and this
Section 3, during the Holding Period and after the certificates for the
Restricted Shares have been issued, the Recipient shall be entitled to all
rights of a stockholder of the Company, including the right to vote and the
right to receive dividends, with respect to the Restricted Shares subject to
this Agreement.  Subject to applicable withholding requirements, if any,
dividends on the Restricted Shares shall be paid to the Recipient when earned
and payable.

    


    4.             Termination of
Employment.

    


    A
termination of the Recipient’s employment with the Company for any reason on or
prior to the expiration of the Holding Period shall have no effect on the
obligations of the Company under this Agreement.  In the event that the
Recipient’s employment with the Company is terminated for any reason on or prior
delivery of the certificate for the unrestricted Restricted Shares, such
certificate shall be delivered to the Recipient in accordance with Section 3 as
if the Recipient’s employment with the Company had not been
terminated.

    


    5.            
Withholding.

    


    In
connection with the delivery of any stock certificates, or the making of any
payment in accordance with the provisions of this Agreement, to the extent not
otherwise paid by or on behalf of the Recipient, the Company shall withhold
Restricted Shares or cash amounts (for fractional Restricted Shares) equal to
the taxes then required by applicable federal, state and local law to be so
withheld.

     

     

    
      
         

      

      
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    6.             Adjustments for Capital
Changes.

    


    In the
event of any change in the outstanding shares of Common Stock of the Company by
reason of any stock dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares, or other similar
corporate change, or other increase or decrease in such shares effected without
receipt or payment of consideration by the Company, a duly authorized
representative of the Company shall adjust the number of Restricted Shares
granted pursuant to the Plan and this Agreement to prevent dilution or
enlargement of the rights granted to the Recipient.

    



    
      
        
          


           

        

         


      

      
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    7.             No Right to Continued
Employment.

    


    Nothing
in this Agreement shall confer on the Recipient any right to continue as an
employee of the Company or in any way affect the Company’s or any subsidiary’s
right to terminate the Recipient’s employment at any time subject to the terms
of the Recipient’s employment agreement.

    


    8.             Notice.

    


    Any notice to the Company hereunder
shall be in writing addressed to:

    


    Mack-Cali Realty
Corporation

    343 Thornall Street

    Edison, New Jersey
08837-2206

    Attn:                   Mitchell
E. Hersh

    


    Any notice to the Recipient hereunder
shall be in writing addressed to:

    


    the Recipient at his address as set
forth in the Company records or such other address as the Recipient shall notify
the Company of in writing.

    


    9.             Section
409A.

    


    This
Restricted Share Award Agreement is not intended to provide for an elective
deferral of compensation that would be subject to Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), and the Company reserves the
right to unilaterally amend or modify this Agreement to ensure that the awards
do not become subject to the requirements of Section 409A thereof.

    


    10.          Entire
Agreement.

    


    This
Agreement contains the entire understanding of the parties and shall not be
modified or amended except in writing and duly signed by each of the parties
hereto.  No waiver by either party of any default under this Agreement
shall be deemed a waiver of any later default hereunder.

    


    11.         
Construction.

    


    The
various provisions of this Agreement are severable in their entirety.  Any
determination of invalidity or unenforceability of any one provision shall have
no effect on the continuing force and effect of the remaining
provisions.

    


    12.          Governing
Law.

    


    This
Agreement shall be governed by the laws of the State of New Jersey applicable to
contracts made, and to be enforced, within the State of New Jersey.

     

     

     

    
      
         

      

      
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    13.         
Successors.

    


    This
Agreement shall be binding upon and inure to the benefit of the successors,
assigns and heirs of the respective parties.


    
      
        
           

           

        

         


      

      
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            In Witness Whereof, the
parties hereto have executed this Agreement to be effective on the date first
above written.

    


    


    MACK-CALI REALTY
CORPORATION

    


    By:           ____________________________

    [Name]

    [Title]

    


    


    RECIPIENT

    


    


    ______________________________

    [Employee]

    


    


    


     


    
      
        
           

           

        

         


      

      
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